Options outstanding			Weighted Average Exercise Price			Aggregate Intrinsic Value
Outstanding, December 31, 2005			136,000		$	5.39		$	1,171,280
Granted			-			-
Forfeited			-			-
Exercised			-			-
Outstanding, March 31, 2006			136,000		$	5.39		$	1,412,000

Following is a summary of the status of options outstanding at March 31, 2006:

Outstanding Options			Exercisable Options
Exercise Price	Number	Average Remaining Contractual Life	Average Exercise Price	Number	Average Exercise Price
$5.00	100,000	3.17	$5.00	100,000	$5.00
$5.80	10,000	3.74	$5.80	10,000	$5.80
$6.72	26,000	4.51	$6.72	26,000	$6.72

 

For options granted during the year ended December 31, 2005, the weighted-average fair value of such options was $3.76.

 

13

---

Outstanding, December 31, 2005			165,333
Granted			—
Forfeited			—
Exercised			32,000
Outstanding, March 31, 2006			133,333

 

 

Following is a summary of the status of warrants outstanding at March 31, 2006:

Outstanding Warrants			Exercisable Warrants
Exercise Price	Number	Average Remaining Contractual Life	Average Exercise Price	Number	Average Exercise Price
$7.50	133,333	4.69	$7.50	133,333	$7.50

i.	Making up cumulative prior years’ losses, if any;

ii.	Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company’s registered capital;

iii.	Allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to the Company’s “Statutory common welfare fund”, which is established for the purpose of providing employee facilities and other collective benefits to the Company’s employees; and

iv.	Allocations to the discretionary surplus reserve, if approved in the stockholders’ general meeting.

 

 

 

 

(a)

Exhibits

Exhibit Number	Description of Exhibit
3.1	Certificate of Incorporation (incorporated by reference to Company’s Form SB-2 filed September 3, 2002).
3.2	Amendment to Certificate of Incorporation (incorporated by reference to Company’s Form 10-KSB filed March 30, 2004).
3.3	By-Laws (incorporated by reference to Company’s Form SB-2 filed September 3, 2002).
10.1	Loan Agreement, dated as of September 28, 2003, between the Company and Xianyang City Commercial Bank. (incorporated by reference to Company’s Form 10-KSB filed March 30, 2004).
10.2	Bodisen Biotech, Inc. 2004 Stock Option Plan (incorporated by reference to Company’s Form 10-KSB filed March 31, 2005).
10.3	Form of Bodisen Biotech, Inc. Nonstatutory Stock Option Agreement (incorporated by reference to Company’s Form 10-KSB filed March 31, 2005).
21.1	Schedule of Subsidiaries (incorporated by reference to Company’s Form 10-KSB filed March 31, 2005).
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

 

	Bodisen Biotech, Inc.
August 2, 2006	By:	/s/Wang Qiong
		Wang Qiong
		Chief Executive Officer
		(Principal Executive Officer)

 

August 2, 2006	By:	/s/ Yiliang Lai
		Yiliang Lai
		Chief Financial Officer
		(Principal Financial and Accounting Officer)